HUDSON RIVER BANCORP INC
8-A12G, 1998-05-04
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549





                                    FORM 8-A





                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




                           Hudson River Bancorp, Inc.
             (Exact name of registrant as specified in its charter)



   Delaware                                    Applied For
(State of incorporation or organization)      (I.R.S. Employer
                                               Identification No.)


One Hudson City Centre, Hudson, New York              12534
(Address of principal executive offices)              (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act.


                                      None
                                (Title of Class)


       Securities to be registered pursuant to Section 12(g) of the Act:


                      Common Stock par value $.01 per share
                                (Title of Class)



<PAGE>



Item 1.  Description of Registrant's Securities to be Registered.

         For a description of the Registrant's securities,  reference is made to
"Description of Capital Stock", "Dividends" and "Market for Common Stock" in the
Registrant's  Pre-Effective  Amendment No. One to the Registration  Statement on
Form S-1  (Registration  Number  333-  47605)  dated May 1, 1998 which is hereby
incorporated  by  reference.   For  a  description  of  the  provisions  of  the
Registrant's Certificate of Incorporation and Bylaws that may render a change in
control of the Registrant more difficult,  reference is made to "Restrictions on
Acquisitions  of  Stock  and  Related  Takeover  Defensive  Provisions"  in  the
Registrant's  Pre-Effective  Amendment No. One to the Registration  Statement on
Form S-1 referenced above.


Item 2.  Exhibits.

         1.       Pre-Effective  Amendment No. One to the Registration Statement
                  on Form S-1 (Registration  Number 333-47605) dated May 1, 1998
                  is hereby incorporated by reference.

         2.       Certificate  of   Incorporation,   filed  as  Exhibit  3.1  to
                  Registration   Statement  on  Form  S-1  (Registration  Number
                  333-47605)  dated  March 9,  1998 is  hereby  incorporated  by
                  reference.

         3.       Bylaws, filed as Exhibit 3.2 to Registration Statement on Form
                  S-1  (Registration  Number  333-47605)  dated March 9, 1998 is
                  hereby incorporated by reference.

         4.       Specimen Stock Certificate, filed as Exhibit 4 to Registration
                  Statement on Form S-1  (Registration  Number  333-47605) dated
                  March 9, 1998 is hereby incorporated by reference.




<PAGE>


                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                         HUDSON RIVER BANCORP, INC.




Date: May 4, 1998                        By:/s/ Carl A. Florio
                                            Carl A. Florio, President


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